SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report(Date of Earliest Event Reported): August 31, 1998
AMERICAN FREIGHTWAYS CORPORATION
AN ARKANSAS CORPORATION
34-0-17570 74-2391754
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(Commission File Number) (IRS Employer Identification No.)
2200 Forward Drive
Harrison, Arkansas 72601
(870) 741-9000
ITEM 5. OTHER EVENTS
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On August 26, 1998, the Registrant entered into a Rights
Agreement with Wachovia Bank, N. A. pursuant to which Rights to
purchase shares of the Registrant's Common Stock were distributed
as a dividend, one Right per share, to record owners of the
registrant's Common Stock as of the close of business on August 31,
1998. The Rights Agreement was not adopted in response to any
known offers for the Registrant. The Registrant's press release
and form of letter to shareholders announcing the adoption of the
Rights Agreement are attached hereto as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits.
The following documents are filed as exhibits to this report:
4.1 Rights Agreement between American Freightways
Corporation and Wachovia Bank, N.A., as Rights
Agent, dated August 26, 1998.
99.1 Press release dated August 26, 1998.
99.2 Form of Letter to Shareholders of American
Freightways Corporation, including attached Summary
of Rights to Purchase Shares of American Freightways
Corporation Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
AMERICAN FREIGHTWAYS CORPORATION
Date: September 9, 1998 By:/s/ Frank Conner
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Frank Conner, Executive Vice
President-Accounting and Finance
and Chief Financial Officer